exv10w6






Exhibit 10.6




Revised




July 8, 2008




Mr. Steve Kemps

2515 McKinney Avenue

Suite 1200

Dallas, TX 75201




Dear Steve:




Congratulations on your promotion to Executive Vice President, General Counsel and Corporate
Secretary. This position will report to Gregg Engles.



Here are the specifics of your offer:




Effective Date




The effective date of your new position is August 1, 2008.



Base Salary




You will be paid $16,667.67 on a semi-monthly basis, which equates to an annual salary of $400,000
(+23.1%). Your salary will be reviewed annually by the Compensation Committee (next in March,
2009).



Annual Incentive Opportunity




You will continue to be eligible to earn an annual incentive as a participant in the 2008 Dean
Corporate Short-term Incentive Plan. Effective August 1, 2008, your new target equals 60% of your
annualized base salary, subject to the achievement of certain financial targets for Dean Corporate
and specific individual objectives. For 2008, your incentive will be prorated based on the amount
of time you were in each position.



Annual Long Term Incentive




You will continue to be eligible for future equity grants under the Dean Foods Long Term Incentive
Program beginning in February 2009. The amount and nature of future long-term awards will be
determined by the Dean Foods Board of Directors.



One Time Long Term Incentive Promotion Grant




On the date of the next meeting of the Compensation Committee of the Board of Directors, you will
be granted options to purchase 18,000 shares of Dean Foods common stock. Additionally,



 









 







you will be granted 6,000 Dean Foods Restricted Stock Units. The options will vest in equal
installments over a period of three years, beginning on the first anniversary date of the date of
the grant. Restricted shares will vest over a period of five years, beginning on the first
anniversary date of the date of grant, or earlier if certain financial performance targets are met.



Executive Deferred Compensation




You will continue to be eligible to participate in the Executive Deferred Compensation Plan. The
plan provides eligible executives with the opportunity to save on a tax-deferred basis.



Paid Time Off




You will now be eligible for twenty-five (25) days of PTO. Unused PTO is not carried forward from
year to year unless state law requires.



Benefits




You will continue to be eligible for FlexSelect benefits (medical, dental, vision), 401k, and more.
You are also eligible to participate in the Supplemental Executive Retirement Plan (SERP),
Executive LTD program, and company paid annual physical.



Insider Trading




As an Executive Officer, you will have access to sensitive business and financial information.
Accordingly, you will be prohibited from trading Dean Foods securities (or, in some circumstances,
the securities of companies doing business with Dean Foods) from time to time in accordance with
the company’s Insider Trading Policy.



Indemnity Agreement




The Director and Officer Indemnity Agreement between you and the Company, dated March 9, 2006,
shall remain in full force and effect.



Severance




As an Executive Officer, you will also be eligible for benefits under the Dean Foods Company
Executive Severance Plan (“Severance Plan”). In summary, according to the Severance Plan, if your
employment is terminated at any time as a result of a “qualifying termination,” meaning any
termination as a result your voluntary termination for good reason, or your involuntary termination
without cause, all as defined in the Severance Plan, you will receive payment of all base salary
accrued through the date of termination, prior year’s bonus to the extent earned but not paid,
target bonus through the date of termination and all unused vacation/PTO. In addition, you will be
eligible to receive a severance payment equivalent to two years of your base salary and target
bonuses, less lawful deductions. You will be required to execute a release of all claims and such
other agreements as the company may deem necessary or appropriate in order to receive such
severance pay. The actual terms of the Severance Plan will govern your rights to severance and not
this letter.



Change in Control




You will be provided a Change in Control agreement comparable to that currently provided to other
Dean Foods executive officers. In general, this agreement provides benefits of three times your
annual salary and target bonus, plus vesting of all equity awards and continued health



 









 







coverage for a two-year period in certain circumstances following a Change in Control. As stated
in the Change in Control Agreement, in order to receive these benefits, your employment must be
terminated, either by the company within two years after a Change in Control, or by you for good
reason within such two-year period, or by you for any reason during the 13th month after a Change
in Control. The details of these provisions are set forth more fully in the enclosed Change of
Control Agreement.



Conclusion




Steve, I am very excited about your new opportunity, and I continue to look forward to your future
contributions to Dean Foods.



	 	 	 	 	 
	 	Best regards,

 	 
	 	/s/ Paul Moskowitz
 	 

	 
	 	Paul Moskowitz 	 
	 	Executive Vice President, Human Resources 	 
	 



	 	 	 
	Agreed and accepted:
	 	 
	 
	 	 
	/s/ Steve Kemps
	 	 
	 

Steve Kemps

	 	 
	July 8, 2008
	 	 
	Date